M&A - Crown PropTech Acquisitions

Form Type: 425

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025061258

Filing Summary: Crown PropTech Acquisitions and multiple entities have entered into a Business Combination Agreement scheduled for July 2, 2025. This merger will see Crown PropTech Acquisitions become a wholly-owned subsidiary of a newly formed public company, expected to be named Mkango Rare Earths Limited, which will trade on Nasdaq. The agreement includes provisions for a share split and securities conversion, necessitating shareholder approvals. Key terms include customary representations and warranties, covenants for business conduct, and conditions precedent to closing, such as financing agreements and shareholder votes. A Shareholder Support Agreement has also been executed to secure support from the Selling Shareholder for the transaction. A joint press release regarding the execution of the Business Combination Agreement was issued on July 3, 2025, indicating the companies' intent to move forward with the merger and welcoming shares into public trading pending regulatory approvals.

Form Type: 425

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025061304

Filing Summary: On July 2, 2025, Crown PropTech Acquisitions, along with several associated companies including Mkango (Cayman) Limited and Lancaster Exploration Limited, entered into a Business Combination Agreement to merge with and into a newly formed company, PubCo. This merger will transform PubCo into a publicly traded entity, anticipated to operate as 'Mkango Rare Earths Limited' on Nasdaq. The agreement outlines a share split and conversion process during the merger, whereby SPAC shareholders will receive PubCo ordinary shares in exchange for their shares. Furthermore, the agreement stipulates various conditions that must be met for the transaction's closing, including shareholder approvals and regulatory compliance. A registration statement will be filed with the SEC to facilitate the merger process. Key terms also include covenants related to the conduct of business prior to closing, governance structure post-merger, and measures regarding investor support agreements. There are specified conditions under which the agreement can be terminated before closing if certain regulatory or approval criteria are not met. The press release on July 3, 2025, confirms the execution of these agreements and outlines expected timelines and requirements for the completion of the merger.

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025061254

Filing Summary: On July 2, 2025, Crown PropTech Acquisitions entered into a Business Combination Agreement with several entities, including Mkango (Cayman) Limited, Lancaster Exploration Limited, and others, to form a business combination whereby Mkango will merge with Crown PropTech Acquisitions. Post-merger, a new publicly traded entity named 'Mkango Rare Earths Limited' is anticipated, with shares to be traded on Nasdaq. The deal involves a share split and a conversion of securities, ensuring SPAC shareholders receive shares in the new entity. The transaction will be subject to SPAC shareholders' approval, regulatory approvals, and completion of necessary financing agreements totaling at least $25.75 million. Furthermore, it sets governance structures for the resulting company, including board composition. If certain conditions are unmet, the agreement allows for termination, ensuring parties can exit if approvals are not secured or if business conditions change significantly. The execution of this agreement and the details of the terms were also disclosed in a joint press release issued on July 3, 2025. Shareholder support agreements were outlined to secure votes for the merger, with provisions restricting the sale of shares for a specified period.

Form Type: 425

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000121390025059992

Filing Summary: On July 1, 2025, Mkango Resources Ltd announced the extension of the exclusivity period related to a proposed business combination with Crown PropTech Acquisitions (CPTK). The initial letter of intent (LOI) was signed on January 7, 2025 and subsequently amended several times, with the last amendment extending the exclusivity provision to July 3, 2025. This exclusivity prevents negotiations with other parties regarding alternative transactions. The proposed business combination is intended to involve Mkango's various rare earth projects including the Songwe Hill project in Malawi and the Pulawy separation project in Poland, both of which are critical to supply chains for electric vehicles and clean energy technologies. The announcement also details the intent to prepare a registration statement and proxy statement/prospectus in case a definitive agreement is reached, indicating ongoing efforts to finalize the merger process.

Form Type: 8-K

Filing Date: 2025-06-03

Corporate Action: Merger

Type: Update

Accession Number: 000121390025050783

Filing Summary: On June 3, 2025, Crown PropTech Acquisitions (CPTK) announced progress in its potential business combination with Mkango Resources Ltd., outlined in a non-binding letter of intent (LOI) originally dated January 7, 2025. The LOI has been amended multiple times, with the latest extension granting exclusivity until June 30, 2025. This report details a $750,000 Note Purchase Agreement involving Lancaster Exploration Limited, a subsidiary of Mkango, with investors associated with CPTK. The arrangement includes two convertible promissory notes, contingent upon the completion of various conditions and the execution of a definitive business combination agreement. The press release related to this transaction was attached as Exhibit 99.1. Further communication to CPTK shareholders will occur if a definitive agreement is reached.

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025050791

Filing Summary: On June 3, 2025, Crown PropTech Acquisitions (CPTK) filed a Form 8-K disclosing their ongoing negotiations and developments regarding a potential business combination with Mkango Resources Ltd. (Mkango). Previously, on January 7, 2025, CPTK entered into a non-binding letter of intent (LOI) with subsidiaries of Mkango, which was amended multiple times to extend exclusivity until June 30, 2025. The report highlighted Mkango's announcement about entering a $750,000 Note Purchase Agreement (NPA) for the merger, involving issuance of two convertible promissory notes—a $500,000 BCA Note and a $250,000 Form F-4 Note. The NPA includes conditions that must be met before the funds can be released, making the business combination a focus of negotiations. The filing encourages stakeholders to monitor future filings for further details and acknowledges the risks associated with the merger.

Form Type: PREM14A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025037028

Filing Summary: Crown PropTech Acquisitions is holding an Extraordinary General Meeting on May [•], 2025, to vote on proposals including a special resolution to amend the company's Charter extending the deadline for completing an initial business combination from May 11, 2025, to March 11, 2026. The meeting will also address an Adjournment Proposal, which will be voted on only if sufficient votes to approve the Extension Proposal are not achieved. The Board believes that additional time is required to complete the initial business combination, which is a condition for the company’s continued operations. Shareholders may redeem their Class A Ordinary Shares for cash based on the net amount held in the Trust Account, estimated to allow for a redemption price of approximately $11.38 per share. If the Extension Proposal is not approved, the company will wind up operations and redeem shares in accordance with the legal requirements under the Cayman Islands Companies Act. Prior meetings saw similar extensions approved, indicating ongoing shareholder engagement and decision-making. The outcomes of the upcoming vote are crucial for the company’s strategic direction regarding its business combination with Mkango Resources Ltd.